8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 20, 2016 (October 19, 2016)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Mississippi Plaza 201 South Spring Street               Tupelo, Mississippi	38804
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code   (662) 680-2000        

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On October 19, 2016, BancorpSouth, Inc. (the “Company”) issued a news release announcing its financial results for the third quarter ended September 30, 2016. A copy of the news release is furnished as Exhibit 99.1 to this Report on Form 8-K (this “Report”) and is incorporated herein by reference in its entirety.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

The Company will conduct a conference call at 10:00 a.m. (Central Time) on October 20, 2016 to discuss its financial results for the third quarter ended September 30, 2016. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1	News release issued on October 19, 2016 by BancorpSouth, Inc.
Exhibit 99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on October 20, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANCORPSOUTH, INC.
By:	/s/ Cathy S. Freeman
	Cathy S. Freeman
	Senior Executive Vice President and Chief Administrative Officer

Date: October 20, 2016

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	News release issued on October 19, 2016 by BancorpSouth, Inc.
Exhibit 99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on October 20, 2016

EX-99.1

Exhibit 99.1

News Release

Contact:
William L. Prater	Will Fisackerly
Senior Executive Vice President and	Senior Vice President and
Chief Financial Officer	Director of Corporate Finance
662/680-2536	662/680-2475

BancorpSouth Announces Third Quarter 2016 Financial Results

TUPELO, MS, October 19, 2016/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended September 30, 2016.

Highlights for the third quarter of 2016 included:

• Net income of $37.8 million, or $0.40 per diluted share.

• Generated deposit growth of $225.7 million, or 7.9 percent on an annualized basis, and net loan growth of $82.8 million, or 3.1 percent on an annualized basis.

• Earnings benefitted from a positive mortgage servicing rights (“MSR”) valuation adjustment of $1.8 million.

• Net operating income – excluding MSR – of $36.7 million, or $0.39 per diluted share.

• Credit quality remained stable; no recorded provision for credit losses for the quarter.

• Total non-interest expense of $129.5 million essentially flat compared to the second quarter; operating efficiency ratio – excluding MSR – remained below 70 percent for the third consecutive quarter.

• Repurchased 551,519 shares of outstanding common stock at a weighted average price of $23.80.

• On October 14, 2016, the Company announced an extension of its merger agreements with Central Community Corporation and Ouachita Bancshares Corp. until December 31, 2017.

The Company reported net income of $37.8 million, or $0.40 per diluted share, for the third quarter of 2016 compared with net income of $34.3 million, or $0.36 per diluted share, for the

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Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000

BXS Announces Third Quarter Results

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October 19, 2016

third quarter of 2015 and net income of $34.7 million, or $0.37 per diluted share, for the second quarter of 2016.

The Company reported net operating income – excluding MSR – of $36.7 million, or $0.39 per diluted share, for the third quarter of 2016 compared to $37.6 million, or $0.39 per diluted share, for the third quarter of 2015 and $37.2 million, or $0.39 per diluted share, for the second quarter of 2016.

“The recent merger agreement extensions with Central Community Corporation and Ouachita Bancshares Corp. were a positive step for our Company,” remarked Dan Rollins, BancorpSouth Chairman and Chief Executive Officer. “While we are disappointed in the length of time taken to close these transactions, we are pleased with the continued commitment of these two organizations to being a part of our team.

“Our core financial results continue to improve quarter after quarter. We are extremely pleased with our front line efforts in producing deposit growth. We reported deposit growth of $225.7 million, or 7.9 percent annualized for the quarter. We have consistently communicated to our teammates the importance of leading our sales efforts with deposits. Our balance sheet growth contributed to meaningful growth in net interest income during the quarter. While we did see some slight compression in net interest margin, our loan yields and deposit costs were stable compared to the second quarter. The compression in the margin was driven primarily by balance sheet mix, as additional borrowings added to the balance sheet for liquidity purposes were deployed primarily in our securities portfolio.    

“Otherwise, our story is very consistent with the last several quarters. Our mortgage team continues to grow and perform at a high level while our insurance team continues to battle pricing headwinds impacting the entire industry. There was no recorded provision for credit losses for the quarter as credit quality remains stable. Finally, total non-interest expense was essentially flat for the quarter, resulting in our efficiency ratio remaining below 70 percent.”

Net Interest Revenue

Net interest revenue was $114.6 million for the third quarter of 2016, an increase of 3.2 percent from $111.1 million for the third quarter of 2015 and an increase of 2.0 percent from $112.3 million for the second quarter of 2016. The fully taxable equivalent net interest margin was 3.51 percent for the third quarter of 2016 compared to 3.59 percent for the third quarter of 2015 and 3.56 percent for the second quarter of 2016. Yields on loans and leases were 4.20 percent for the third quarter of 2016 compared with 4.22 percent for the third quarter of 2015 and 4.20 percent for the second quarter of 2016, while yields on total interest earning assets were 3.74 percent for the third quarter of 2016 compared with 3.82 percent for the third quarter of 2015 and 3.78 percent for the second quarter of 2016. The average cost of deposits was 0.22 percent for the third quarter of 2016 compared to 0.22 percent for the third quarter of 2015 and 0.21 percent for the second quarter of 2016.

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BXS Announces Third Quarter Results

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October 19, 2016

Asset, Deposit and Loan Activity

Total assets were $14.6 billion at September 30, 2016 compared with $13.8 billion at September 30, 2015. Loans and leases, net of unearned income, were $10.7 billion at September 30, 2016 compared with $10.2 billion at September 30, 2015.

Total deposits were $11.6 billion at September 30, 2016 compared with $11.1 billion at September 30, 2015. Time deposits were essentially flat at September 30, 2016 compared to September 30, 2015, declining $13.2 million, or 0.7 percent. Over the same time period, interest bearing demand deposits increased $82.8 million or 1.7 percent while noninterest bearing demand deposits increased $254.9 million, or 8.4 percent and savings deposits increased $123.5 million, or 8.8 percent.

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the quarter reflect no recorded provision for credit losses, compared to a negative provision of $3.0 million for the third quarter of 2015 and a provision of $2.0 million for the second quarter of 2016. Total non-performing assets (“NPAs”) were $102.3 million, or 0.96 percent of net loans and leases, at September 30, 2016 compared with $113.9 million, or 1.11 percent of net loans and leases, at September 30, 2015, and $94.9 million, or 0.90 percent of net loans and leases, at June 30, 2016.

Net charge-offs for the third quarter of 2016 were $1.0 million, compared with net charge-offs of $2.3 million for the third quarter of 2015 and net charge-offs of $1.6 million for the second quarter of 2016. Gross charge-offs were $3.8 million for the third quarter of 2016, compared with $7.4 million for the third quarter of 2015 and $4.3 million for the second quarter of 2016. Gross recoveries of previously charged-off loans were $2.7 million for the third quarter of 2016, compared with $5.1 million for the third quarter of 2015 and $2.7 million for the second quarter of 2016. Annualized net charge-offs were 0.04 percent of average loans and leases for the third quarter of 2016, compared with annualized net charge-offs of 0.09 percent for the third quarter of 2015 and annualized net charge-offs of 0.06 percent for the second quarter of 2016.

Non-performing loans (“NPLs”) were $90.9 million, or 0.85 percent of net loans and leases, at September 30, 2016, compared with $90.3 million, or 0.88 percent of net loans and leases, at September 30, 2015, and $80.2 million, or 0.76 percent of net loans and leases, at June 30, 2016. The allowance for credit losses was $125.9 million, or 1.18 percent of net loans and leases, at September 30, 2016, compared with $133.0 million, or 1.30 percent of net loans and leases, at September 30, 2015 and $126.9 million, or 1.20 percent of net loans and leases, at June 30, 2016.

NPLs at September 30, 2016 consisted primarily of $70.7 million of nonaccrual loans, compared with $68.6 million of nonaccrual loans at June 30, 2016. NPLs at September 30, 2016 also included $2.3 million of loans 90 days or more past due and still accruing, compared with $1.9 million of such loans at June 30, 2016, and included restructured loans still accruing of $17.9 million at September 30, 2016, compared with $9.7 million of such loans at June 30, 2016. Early stage past due loans, representing loans 30-89 days past due, totaled $46.7 million at September

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BXS Announces Third Quarter Results

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October 19, 2016

30, 2016 compared to $31.9 million at June 30, 2016. Other real estate owned decreased $3.3 million to $11.4 million during the third quarter of 2016 from $14.7 million at June 30, 2016.

Noninterest Revenue

Noninterest revenue was $70.9 million for the third quarter of 2016, compared with $63.0 million for the third quarter of 2015 and $69.7 million for the second quarter of 2016. These results included a positive MSR valuation adjustment of $1.8 million for the third quarter of 2016 compared with a negative MSR valuation adjustment of $5.3 million for the third quarter of 2015 and a negative MSR valuation adjustment of $4.1 million for the second quarter of 2016. Valuation adjustments in the MSR asset are driven primarily by fluctuations in interest rates period over period.

Excluding the MSR valuation adjustments, mortgage banking revenue was $10.5 million for the third quarter of 2016, compared with $7.6 million for the third quarter of 2015 and $13.1 million for the second quarter of 2016. Mortgage origination volume for the third quarter of 2016 was $478.2 million, compared with $402.2 million for the third quarter of 2015 and $462.6 million for the second quarter of 2016.

Credit and debit card fee revenue was $9.3 million for the third quarter of 2016, compared with $9.3 million for the third quarter of 2015 and $9.5 million for the second quarter of 2016. Deposit service charge revenue was $11.3 million for the third quarter of 2016, compared with $12.2 million for the third quarter of 2015 and $11.0 million for the second quarter of 2016. Insurance commission revenue was $28.2 million for the third quarter of 2016, compared with $28.6 million for the third quarter of 2015 and $28.8 million for the second quarter of 2016. Wealth management revenue was $5.3 million for the third quarter of 2016, compared with $5.6 million for the third quarter of 2015 and $5.3 million for the second quarter of 2016.    

Noninterest Expense

Noninterest expense for the third quarter of 2016 was $129.5 million, compared with $126.5 million for the third quarter of 2015 and $128.7 million for the second quarter of 2016. Salaries and employee benefits expense was $82.1 million for the third quarter of 2016 compared to $81.4 million for the third quarter of 2015 and $81.8 million for the second quarter of 2016. Occupancy expense was $10.4 million for the third quarter of 2016, compared with $10.8 million for the third quarter of 2015 and $10.1 million for the second quarter of 2016. Other noninterest expense was $30.4 million for the third quarter of 2016, compared to $28.3 million for the third quarter of 2015 and $30.9 million for the second quarter of 2016.

Capital Management

The Company’s equity capitalization is comprised entirely of common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 11.80 percent at September 30, 2016, compared with 11.93 percent at September 30, 2015 and 12.12 percent at June 30, 2016. The ratio of tangible shareholders’ equity to tangible assets was 9.86 percent at September 30, 2016, compared with 9.88 percent at September 30, 2015 and 10.11 percent at June 30, 2016.

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BXS Announces Third Quarter Results

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October 19, 2016

Estimated regulatory capital ratios at September 30, 2016 were calculated in accordance with the Basel III capital framework. BancorpSouth is a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 12.32 percent at September 30, 2016 and total risk based capital of 13.37 percent, compared with required minimum levels of 8 percent and 10 percent, respectively, in order to qualify for “well capitalized” classification.

Transactions

On January 8, 2014, the Company announced the signing of a definitive merger agreement with Ouachita Bancshares Corp., parent company of Ouachita Independent Bank (collectively referred to as “OIB”), headquartered in Monroe, Louisiana, pursuant to which Ouachita Bancshares Corp. agreed to be merged with and into the Company. OIB operates 11 full-service banking offices along the I-20 corridor and has a loan production office in Madison, Mississippi. As of September 30, 2016, OIB, on a consolidated basis, reported total assets of $688.1 million, total loans of $494.8 million and total deposits of $574.7 million. Under the terms of the definitive agreement, the Company will issue approximately 3,675,000 shares of the Company’s common stock plus $22.875 million in cash for all outstanding shares of Ouachita Bancshares Corp.’s capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Board of Directors of each company and was approved by Ouachita Bancshares Corp. shareholders on April 8, 2014. The most recent previous extension of the merger agreement expired on December 31, 2015; however, the Company and Ouachita Bancshares Corp. entered into a new extension effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Ouachita Bancshares Corp. The terms of the agreement provide for a minimum total deal value of $111.1 million but also allow Ouachita Bancshares Corp. to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

On January 21, 2014, the Company announced the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, pursuant to which Central Community Corporation agreed to be merged with and into the Company. Central Community Corporation is the parent company of First State Bank Central Texas (“First State Bank”), which is headquartered in Austin, Texas. First State Bank operates 31 full-service banking offices in central Texas. As of September 30, 2016, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $619.3 million and total deposits of $1.1 billion. Under the terms of the definitive agreement, the Company will issue approximately 7,250,000 shares of the Company’s common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation’s capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Board of Directors of each company and was approved by Central Community Corporation shareholders on April 24, 2014. The most recent previous extension of the merger agreement expired on December 31,

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BXS Announces Third Quarter Results

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2015; however, the Company and Central Community Corporation entered into a new extension effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Central Community Corporation. The terms of the agreement provide for a minimum total deal value of $202.5 million but also allow Central Community Corporation to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

For the most recent information regarding the status of the merger with Ouachita Bancshares Corp. and the status of the merger with Central Community Corporation in our periodic reports, please refer to the Form 8-K that was previously filed with the SEC on October 14, 2016.

Summary

Rollins concluded, “Our teammates have positioned our Company where I believe we can continue on the same path we have been on for several quarters. We are growing our Company while holding expenses relatively flat. This approach should allow us to continue to show improved operating metrics as we move forward. I’m also pleased that we were able to utilize our share repurchase program during the quarter. We are committed to continuing to manage and deploy capital in a manner that maximizes value for our shareholders. Finally, I’m happy that our merger partners, Ouachita Bancshares Corp. and Central Community Corporation, further demonstrated their commitment to our proposed mergers through the extension of the merger agreements until the end of next year. I’m hopeful that we can resolve remaining regulatory concerns in a timely manner and move forward with those transactions.”

Conference Call

BancorpSouth will conduct a conference call to discuss its third quarter 2016 results on October 20, 2016, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth’s website at http://www.bancorpsouth.com. A replay of the conference call will be available at BancorpSouth’s website for at least two weeks following the call.

About BancorpSouth, Inc.

BancorpSouth, Inc. (NYSE: BXS) is a financial holding company headquartered in Tupelo, Mississippi, with $14.6 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 236 full service branch locations as well as additional mortgage, insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois. BancorpSouth is committed to a culture of respect, diversity, and inclusion in both its workplace and communities. To learn more, visit our Community Commitment page at www.bancorpsouth.com. Like us on Facebook; follow us on Twitter: @MyBXS; or connect with us through LinkedIn.

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BXS Announces Third Quarter Results

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October 19, 2016

Forward-Looking Statements

Certain statements contained in this news release may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “will,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation, the Company’s ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its Bank Secrecy Act (“BSA”) and anti-money laundering (“AML”) compliance program and its fair lending compliance program, the Company’s compliance with the consent order it entered into with the Consumer Financial Protection Bureau (the “CFPB”) and the United States Department of Justice (“DOJ”) related to the Company’s fair lending practices (the “Consent Order”), the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the outcome of any instituted, pending or threatened material litigation, amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, diversification of the Company’s revenue stream, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor, and the impact of certain claims and ongoing, pending or threatened litigation, administrative and investigatory matters.

The Company cautions readers not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors may include, but are not limited to, the Company’s ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program and its fair lending compliance program, the Company’s ability to successfully implement and comply with the Consent Order, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the willingness of Ouachita Bancshares Corp. and Central Community Corporation to proceed with the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, limitations on the Company’s ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company’s press and news releases, reports and other filings with the SEC. Forward-looking statements speak only as of the date that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release.

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BXS Announces Third Quarter Results

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October 19, 2016

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended		Quarter Ended		Quarter Ended		Quarter Ended		Quarter Ended
	9/30/2016		6/30/2016		3/31/2016		12/31/2015		9/30/2015
Earnings Summary:
Interest revenue	$	122,340	$	119,423	$	117,972	$	118,050	$	118,201
Interest expense		7,750		7,107		6,813		6,820		7,131
Net interest revenue		114,590		112,316		111,159		111,230		111,070
Provision for credit losses		-		2,000		1,000		-		(3,000)
Net interest revenue, after provision for credit losses		114,590		110,316		110,159		111,230		114,070
Noninterest revenue		70,868		69,683		65,515		67,386		62,953
Noninterest expense		129,512		128,718		142,300		148,351		126,450
Income before income taxes		55,946		51,281		33,374		30,265		50,573
Income tax expense		18,129		16,589		10,825		9,096		16,230
Net income	$	37,817	$	34,692	$	22,549	$	21,169	$	34,343
Balance Sheet - Period End Balances
Total assets	$	14,611,483	$	14,137,160	$	13,926,398	$	13,798,662	$	13,787,424
Total earning assets		13,483,345		12,977,030		12,760,031		12,656,791		12,663,944
Total securities		2,468,199		2,103,883		2,016,373		2,082,329		2,161,125
Loans and leases, net of unearned income		10,658,761		10,575,978		10,444,697		10,372,778		10,219,576
Allowance for credit losses		125,887		126,935		126,506		126,458		133,009
Total deposits		11,590,059		11,364,367		11,486,697		11,331,161		11,141,946
Long-term debt		563,495		365,588		67,681		69,775		71,868
Total shareholders’ equity		1,724,104		1,713,043		1,679,793		1,655,444		1,644,820
Balance Sheet - Average Balances
Total assets	$	14,366,759	$	14,027,786	$	13,851,661	$	13,724,595	$	13,632,581
Total earning assets		13,265,266		12,963,056		12,830,000		12,628,685		12,548,967
Total securities		2,186,889		2,069,058		2,037,739		2,110,195		2,207,935
Loans and leases, net of unearned income		10,601,481		10,513,732		10,372,925		10,321,299		10,110,995
Total deposits		11,509,764		11,437,422		11,431,480		11,182,750		11,140,542
Long-term debt		430,886		219,434		67,750		69,775		71,868
Total shareholders’ equity		1,719,503		1,690,906		1,668,465		1,650,924		1,680,123
Nonperforming Assets:
Non-accrual loans and leases	$	70,725	$	68,638	$	81,926	$	83,028	$	70,237
Loans and leases 90+ days past due, still accruing		2,255		1,875		4,567		2,013		1,436
Restructured loans and leases, still accruing		17,936		9,687		7,753		9,876		18,578
Non-performing loans (NPLs)		90,916		80,200		94,246		94,917		90,251
Other real estate owned		11,391		14,658		12,685		14,759		23,696
Non-performing assets (NPAs)	$	102,307	$	94,858	$	106,931	$	109,676	$	113,947
Financial Ratios and Other Data:
Return on average assets		1.05%		0.99%		0.65%		0.61%		1.00%
Operating return on average assets-excluding MSR*		1.02%		1.07%		1.07%		0.86%		1.09%
Return on average shareholders’ equity		8.75%		8.25%		5.44%		5.09%		8.11%
Operating return on average shareholders’ equity-excluding MSR*		8.49%		8.84%		8.89%		7.12%		8.88%
Return on tangible equity*		10.68%		9.99%		6.63%		6.25%		10.23%
Operating return on tangible equity-excluding MSR*		10.36%		10.70%		10.84%		8.75%		11.21%
Noninterest income to average assets		1.96%		2.00%		1.90%		1.95%		1.83%
Noninterest expense to average assets		3.59%		3.69%		4.13%		4.29%		3.68%
Net interest margin-fully taxable equivalent		3.51%		3.56%		3.56%		3.58%		3.59%
Net interest rate spread		3.41%		3.47%		3.47%		3.48%		3.49%
Efficiency ratio (tax equivalent)*		68.92%		69.77%		79.39%		81.86%		71.56%
Operating efficiency ratio-excluding MSR (tax equivalent)*		69.59%		68.21%		68.66%		73.89%		69.45%
Loan/deposit ratio		91.96%		93.06%		90.93%		91.54%		91.72%
Price to earnings multiple (avg)		18.86		19.07		17.33		18.17		16.98
Market value to book value		126.59%		125.23%		119.81%		136.46%		135.80%
Market value to book value (avg)		129.73%		124.62%		116.78%		142.53%		140.68%
Market value to tangible book value		154.87%		153.53%		147.04%		168.15%		167.71%
Market value to tangible book value (avg)		158.71%		152.78%		143.33%		175.64%		173.74%
Headcount FTE		3,981		4,028		3,966		3,970		3,903

*Denotes non-GAAP financial measure. Refer to related disclosure and reconciliation on pages 19 and 20.

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BXS Announces Third Quarter Results

Page 9

October 19, 2016

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended   9/30/2016		Quarter Ended 6/30/2016		Quarter Ended 3/31/2016		Quarter Ended 12/31/2015		Quarter Ended 9/30/2015
Credit Quality Ratios:
Net (recoveries) charge-offs to average loans and leases (annualized)		0.04%		0.06%		0.04%		0.25%		0.09%
Provision for credit losses to average loans and leases (annualized)		0.00%		0.08%		0.04%		0.00%		(0.12%)
Allowance for credit losses to net loans and leases		1.18%		1.20%		1.21%		1.22%		1.30%
Allowance for credit losses to non-performing loans and leases		138.47%		158.27%		134.23%		133.23%		147.38%
Allowance for credit losses to non-performing assets		123.05%		133.82%		118.31%		115.30%		116.73%
Non-performing loans and leases to net loans and leases		0.85%		0.76%		0.90%		0.92%		0.88%
Non-performing assets to net loans and leases		0.96%		0.90%		1.02%		1.06%		1.11%
Equity Ratios:
Total shareholders’ equity to total assets		11.80%		12.12%		12.06%		12.00%		11.93%
Tangible shareholders’ equity to tangible assets*		9.86%		10.11%		10.05%		9.96%		9.88%
Capital Adequacy:
Common Equity Tier 1 capital		12.13%		12.17%		12.14%		12.07%		12.08%
Tier 1 capital		12.32%		12.37%		12.34%		12.27%		12.29%
Total capital		13.37%		13.45%		13.43%		13.37%		13.45%
Tier 1 leverage capital		10.53%		10.66%		10.61%		10.61%		10.56%
Estimated for current quarter
Common Share Data:
Basic earnings per share	$	0.40	$	0.37	$	0.24	$	0.22	$	0.36
Diluted earnings per share		0.40		0.37		0.24		0.22		0.36
Operating earnings per share*		0.40		0.37		0.34		0.33		0.36
Operating earnings per share- excluding MSR*		0.39		0.39		0.39		0.31		0.39
Cash dividends per share		0.13		0.10		0.10		0.10		0.10
Book value per share		18.33		18.12		17.79		17.58		17.50
Tangible book value per share*		14.98		14.78		14.49		14.27		14.17
Market value per share (last)		23.20		22.69		21.31		23.99		23.77
Market value per share (high)		25.09		24.18		23.64		27.23		26.54
Market value per share (low)		20.98		20.19		18.69		22.44		22.09
Market value per share (avg)		23.78		22.58		20.77		25.06		24.62
Dividend payout ratio		31.17%		22.58%		41.85%		44.46%		28.01%
Total shares outstanding		94,074,740		94,546,091		94,438,626		94,162,728		93,969,994
Average shares outstanding - basic		94,303,916		94,461,025		94,369,211		94,111,408		96,202,871
Average shares outstanding - diluted		94,563,833		94,694,795		94,593,540		94,384,443		96,467,728
Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income		4.20%		4.20%		4.21%		4.15%		4.22%
Available-for-sale securities:
Taxable		1.33%		1.40%		1.40%		1.48%		1.40%
Tax-exempt		5.32%		5.36%		5.36%		5.32%		5.32%
Short-term investments		0.52%		0.39%		0.33%		0.22%		0.20%
Total interest earning assets and revenue		3.74%		3.78%		3.78%		3.79%		3.82%
Deposits		0.22%		0.21%		0.21%		0.21%		0.22%
Demand - interest bearing		0.19%		0.18%		0.17%		0.18%		0.18%
Savings		0.12%		0.12%		0.12%		0.12%		0.12%
Other time		0.78%		0.75%		0.73%		0.71%		0.76%
Short-term borrowings		0.15%		0.15%		0.14%		0.12%		0.12%
Total interest bearing deposits & short-term borrowings		0.30%		0.29%		0.28%		0.28%		0.30%
Junior subordinated debt		3.27%		3.23%		3.18%		2.93%		2.87%
Long-term debt		0.83%		1.21%		3.08%		2.95%		2.91%
Total interest bearing liabilities and expense		0.34%		0.32%		0.31%		0.31%		0.32%
Interest bearing liabilities to interest earning assets		69.33%		69.47%		69.75%		69.23%		69.68%
Net interest tax equivalent adjustment	$	2,462	$	2,493	$	2,558	$	2,601	$	2,558

*Denotes non-GAAP financial measure. Refer to related disclosure and reconciliation on pages 19 and 20.

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BXS Announces Third Quarter Results

Page 10

October 19, 2016

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

	Sep-16			Jun-16			Mar-16			Dec-15			Sep-15
	(Dollars in thousands)
Assets
Cash and due from banks	$	172,782		$	186,381		$	197,538		$	154,192		$	159,923
Interest bearing deposits with other banks		151,944			86,472			148,915			43,777			113,068
Available-for-sale securities, at fair value		2,468,199			2,103,883			2,016,373			2,082,329			2,161,125
Loans and leases		10,685,166			10,604,547			10,475,528			10,404,326			10,254,013
Less: Unearned income		26,405			28,569			30,831			31,548			34,437
Allowance for credit losses		125,887			126,935			126,506			126,458			133,009
Net loans and leases		10,532,874			10,449,043			10,318,191			10,246,320			10,086,567
Loans held for sale		204,441			210,698			150,046			157,907			170,175
Premises and equipment, net		305,245			305,694			306,765			308,125			304,317
Accrued interest receivable		41,583			39,645			41,401			40,901			41,599
Goodwill		294,901			294,901			291,498			291,498			291,498
Other identifiable intangibles		19,908			20,831			19,664			20,545			21,466
Bank owned life insurance		257,015			255,240			253,427			251,534			249,825
Other real estate owned		11,391			14,658			12,685			14,759			23,696
Other assets		151,200			169,714			169,895			186,775			164,165
Total Assets	$	14,611,483		$	14,137,160		$	13,926,398		$	13,798,662		$	13,787,424
Liabilities
Deposits:
Demand: Noninterest bearing	$	3,308,361		$	3,133,460		$	3,103,321		$	3,031,528		$	3,053,439
Interest bearing		4,877,482			4,838,704			5,033,565			5,003,806			4,794,656
Savings		1,533,401			1,512,694			1,506,942			1,442,336			1,409,856
Other time		1,870,815			1,879,509			1,842,869			1,853,491			1,883,995
Total deposits		11,590,059			11,364,367			11,486,697			11,331,161			11,141,946
Federal funds purchased and securities sold under agreement to repurchase		468,969			415,949			431,089			405,937			425,203
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		-			-			-			62,000			224,500
Accrued interest payable		4,107			3,727			3,305			3,071			3,353
Junior subordinated debt securities		23,198			23,198			23,198			23,198			23,198
Long-term debt		563,495			365,588			67,681			69,775			71,868
Other liabilities		237,551			251,288			234,635			248,076			252,536
Total Liabilities		12,887,379			12,424,117			12,246,605			12,143,218			12,142,604
Shareholders’ Equity
Common stock		235,187			236,365			236,097			235,407			234,925
Capital surplus		278,973			286,994			283,800			282,934			278,998
Accumulated other comprehensive loss		(33,549	)		(27,587	)		(32,144	)		(41,825	)		(36,355)
Retained earnings		1,243,493			1,217,271			1,192,040			1,178,928			1,167,252
Total Shareholders’ Equity		1,724,104			1,713,043			1,679,793			1,655,444			1,644,820
Total Liabilities & Shareholders’ Equity	$	14,611,483		$	14,137,160		$	13,926,398		$	13,798,662		$	13,787,424

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BXS Announces Third Quarter Results

Page 11

October 19, 2016

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

	Sep-16			Jun-16			Mar-16			Dec-15			Sep-15
	(Dollars in thousands)
Assets
Cash and due from banks	$	157,233		$	117,193		$	71,528		$	159,696		$	159,569
Interest bearing deposits with other banks		311,545			237,635			316,108			69,552			72,438
Available-for-sale securities, at fair value		2,186,889			2,069,058			2,037,739			2,110,195			2,207,935
Loans and leases		10,629,522			10,543,795			10,405,063			10,353,913			10,144,874
Less: Unearned income		28,041			30,063			32,138			32,614			33,879
Allowance for credit losses		126,820			126,103			126,567			132,375			137,547
Net loans and leases		10,474,661			10,387,629			10,246,358			10,188,924			9,973,448
Loans held for sale		165,351			142,632			103,227			127,638			157,598
Premises and equipment, net		305,707			307,600			308,065			306,881			304,948
Accrued interest receivable		38,125			36,887			38,306			38,142			38,847
Goodwill		294,901			292,620			291,498			291,498			291,498
Other identifiable intangibles		20,248			19,796			19,987			20,880			21,812
Bank owned life insurance		255,967			254,191			252,422			250,577			248,798
Other real estate owned		13,664			15,666			14,523			21,049			24,008
Other assets		142,468			146,879			151,900			139,563			131,682
Total Assets	$	14,366,759		$	14,027,786		$	13,851,661		$	13,724,595		$	13,632,581
Liabilities
Deposits:
Demand: Noninterest bearing	$	3,221,539		$	3,122,153		$	3,014,896		$	3,106,947		$	2,992,903
Interest bearing		4,886,920			4,957,827			5,102,648			4,782,234			4,822,567
Savings		1,525,016			1,510,250			1,468,262			1,421,361			1,413,187
Other time		1,876,289			1,847,192			1,845,674			1,872,208			1,911,885
Total deposits		11,509,764			11,437,422			11,431,480			11,182,750			11,140,542
Federal funds purchased and securities sold under agreement to repurchase		454,826			443,340			431,260			466,865			439,503
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		11			4,275			10,484			107,408			62,136
Accrued interest payable		3,950			3,509			3,248			3,340			3,600
Junior subordinated debt securities		23,198			23,198			23,198			23,198			23,198
Long-term debt		430,886			219,434			67,750			69,775			71,868
Other liabilities		224,621			205,702			215,776			220,335			211,611
Total Liabilities		12,647,256			12,336,880			12,183,196			12,073,671			11,952,458
Shareholders’ Equity
Common stock		235,860			236,176			235,946			235,227			240,473
Capital surplus		283,437			284,818			282,796			282,076			325,118
Accumulated other comprehensive loss		(29,743	)		(32,820	)		(36,184	)		(38,618	)		(40,476)
Retained earnings		1,229,949			1,202,732			1,185,907			1,172,239			1,155,008
Total Shareholders’ Equity		1,719,503			1,690,906			1,668,465			1,650,924			1,680,123
Total Liabilities & Shareholders’ Equity	$	14,366,759		$	14,027,786		$	13,851,661		$	13,724,595		$	13,632,581

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BXS Announces Third Quarter Results

Page 12

October 19, 2016

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended										YTD
	Sep-16		Jun-16		Mar-16		Dec-15		Sep-15		Sep-16		Sep-15
INTEREST REVENUE:
Loans and leases	$	111,605	$	109,078	$	107,805	$	107,164	$	107,086	$	328,488	$	312,649
Deposits with other banks		409		229		263		40		36		901		398
Available-for-sale securities:
Taxable		6,189		6,009		5,888		6,550		6,490		18,086		19,758
Tax-exempt		2,898		2,924		3,032		3,137		3,226		8,854		9,938
Loans held for sale		1,239		1,183		984		1,159		1,363		3,406		3,585
Total interest revenue		122,340		119,423		117,972		118,050		118,201		359,735		346,328
INTEREST EXPENSE:
Interest bearing demand		2,361		2,208		2,163		2,166		2,209		6,732		6,654
Savings		462		451		443		434		431		1,356		1,269
Other time		3,661		3,436		3,354		3,356		3,646		10,451		11,481
Federal funds purchased and securities sold under agreement to repurchase		173		159		140		112		104		472		271
Long-term debt		902		665		530		581		571		2,097		1,704
Junior subordinated debt		190		187		183		171		168		560		496
Other		1		1		-		-		2		2		1
Total interest expense		7,750		7,107		6,813		6,820		7,131		21,670		21,876
Net interest revenue		114,590		112,316		111,159		111,230		111,070		338,065		324,452
Provision for credit losses		-		2,000		1,000		-		(3,000)		3,000		(13,000)
Net interest revenue, after provision for credit losses		114,590		110,316		110,159		111,230		114,070		335,065		337,452
NONINTEREST REVENUE:
Mortgage banking		12,282		9,043		2,618		10,522		2,339		23,943		25,008
Credit card, debit card and merchant fees		9,292		9,495		8,961		9,414		9,282		27,748		27,119
Deposit service charges		11,313		11,018		11,014		11,836		12,150		33,345		34,929
Security gains, net		1		86		2		48		33		89		88
Insurance commissions		28,194		28,803		33,249		25,348		28,584		90,246		91,396
Wealth Management		5,312		5,347		5,109		5,375		5,567		15,768		17,285
Other		4,474		5,891		4,562		4,843		4,998		14,927		14,757
Total noninterest revenue		70,868		69,683		65,515		67,386		62,953		206,066		210,582
NONINTEREST EXPENSE:
Salaries and employee benefits		82,079		81,832		82,467		80,177		81,354		246,378		242,292
Occupancy, net of rental income		10,412		10,109		10,273		10,434		10,819		30,794		31,432
Equipment		3,423		3,295		3,765		3,569		3,742		10,483		11,740
Deposit insurance assessments		3,227		2,582		2,288		2,630		2,191		8,097		6,879
Regulatory settlement		-		-		10,277		-		-		10,277		-
Other		30,371		30,900		33,230		51,541		28,344		94,501		99,217
Total noninterest expense		129,512		128,718		142,300		148,351		126,450		400,530		391,560
Income before income taxes		55,946		51,281		33,374		30,265		50,573		140,601		156,474
Income tax expense		18,129		16,589		10,825		9,096		16,230		45,543		50,152
Net income	$	37,817	$	34,692	$	22,549	$	21,169	$	34,343	$	95,058	$	106,322
Net income per share: Basic	$	0.40	$	0.37	$	0.24	$	0.22	$	0.36	$	1.01	$	1.10
Diluted	$	0.40	$	0.37	$	0.24	$	0.22	$	0.36	$	1.00	$	1.10

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BXS Announces Third Quarter Results

Page 13

October 19, 2016

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-16		Jun-16		Mar-16		Dec-15		Sep-15
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,616,152	$	1,698,089	$	1,716,477	$	1,747,774	$	1,710,497
Real estate
Consumer mortgages		2,611,387		2,549,989		2,480,828		2,472,202		2,447,132
Home equity		622,566		614,686		605,228		589,752		573,566
Agricultural		242,171		251,566		239,422		259,360		252,381
Commercial and industrial-owner occupied		1,668,477		1,644,618		1,654,577		1,617,429		1,605,811
Construction, acquisition and development		1,121,386		1,021,218		966,362		945,045		900,875
Commercial real estate		2,240,717		2,254,653		2,233,742		2,188,048		2,141,398
Credit cards		107,447		108,101		106,714		112,165		109,576
All other		428,458		433,058		441,347		441,003		478,340
Total loans	$	10,658,761	$	10,575,978	$	10,444,697	$	10,372,778	$	10,219,576
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	126,935	$	126,506	$	126,458	$	133,009	$	138,312
Loans and leases charged-off:
Commercial and industrial		(1,180)		(748)		(140)		(6,193)		(2,010)
Real estate
Consumer mortgages		(595)		(477)		(710)		(1,146)		(1,382)
Home equity		(237)		(224)		(550)		(147)		(314)
Agricultural		(89)		(10)		(11)		(16)		(9)
Commercial and industrial-owner occupied		(261)		(660)		(154)		(357)		(645)
Construction, acquisition and development		(5)		(280)		(226)		(221)		(203)
Commercial real estate		(14)		(870)		(245)		(122)		(1,477)
Credit cards		(696)		(614)		(720)		(723)		(706)
All other		(713)		(417)		(487)		(623)		(628)
Total loans charged-off		(3,790)		(4,300)		(3,243)		(9,548)		(7,374)
Recoveries:
Commercial and industrial		263		339		212		354		897
Real estate
Consumer mortgages		327		499		455		596		461
Home equity		109		246		80		123		90
Agricultural		28		96		36		20		59
Commercial and industrial-owner occupied		117		101		125		307		1,831
Construction, acquisition and development		382		524		272		1,061		1,084
Commercial real estate		1,043		509		683		149		187
Credit cards		262		199		181		152		170
All other		211		216		247		235		292
Total recoveries		2,742		2,729		2,291		2,997		5,071
Net charge-offs		(1,048)		(1,571)		(952)		(6,551)		(2,303)
Provision charged to operating expense		-		2,000		1,000		-		(3,000)
Balance, end of period	$	125,887	$	126,935	$	126,506	$	126,458	$	133,009
Average loans for period	$	10,601,481	$	10,513,732	$	10,372,925	$	10,321,299	$	10,110,995
Ratio:
Net charge-offs to average loans (annualized)		0.04%		0.06%		0.04%		0.25%		0.09%

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BXS Announces Third Quarter Results

Page 14

October 19, 2016

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-16		Jun-16		Mar-16		Dec-15		Sep-15
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	11,659	$	8,675	$	10,248	$	8,493	$	15,697
Real estate
Consumer mortgages		20,196		19,309		22,968		21,637		21,959
Home equity		3,721		2,734		3,564		4,021		3,664
Agricultural		1,194		1,107		932		921		484
Commercial and industrial-owner occupied		11,983		16,021		16,633		16,512		12,690
Construction, acquisition and development		6,939		6,086		7,720		9,130		4,240
Commercial real estate		14,793		14,197		19,417		21,741		10,730
Credit cards		121		159		188		188		215
All other		119		350		256		385		558
Total nonaccrual loans and leases	$	70,725	$	68,638	$	81,926	$	83,028	$	70,237
Loans and Leases 90+ Days Past Due, Still Accruing:		2,255		1,875		4,567		2,013		1,436
Restructured Loans and Leases, Still Accruing		17,936		9,687		7,753		9,876		18,578
Total non-performing loans and leases		90,916		80,200		94,246		94,917		90,251
OTHER REAL ESTATE OWNED:		11,391		14,658		12,685		14,759		23,696
Total Non-performing Assets	$	102,307	$	94,858	$	106,931	$	109,676	$	113,947
Additions to Nonaccrual Loans and Leases During the Quarter	$	17,319	$	10,553	$	15,933	$	34,050	$	22,271
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	6,736	$	3,748	$	3,758	$	2,409	$	4,985
Real estate
Consumer mortgages		15,443		15,784		11,985		15,128		10,789
Home equity		3,854		2,842		2,414		2,456		1,455
Agricultural		616		367		240		303		393
Commercial and industrial-owner occupied		1,712		2,854		669		1,018		3,888
Construction, acquisition and development		1,272		1,137		1,489		1,070		1,218
Commercial real estate		15,221		3,776		1,831		830		798
Credit cards		774		677		569		677		788
All other		1,089		712		606		744		1,334
Total Loans and Leases 30-89 days past due, still accruing	$	46,717	$	31,897	$	23,561	$	24,635	$	25,648
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.00%		0.08%		0.04%		0.00%		(0.12%)
Allowance for credit losses to net loans and leases		1.18%		1.20%		1.21%		1.22%		1.30%
Allowance for credit losses to non-performing loans and leases		138.47%		158.27%		134.23%		133.23%		147.38%
Allowance for credit losses to non-performing assets		123.05%		133.82%		118.31%		115.30%		116.73%
Non-performing loans and leases to net loans and leases		0.85%		0.76%		0.90%		0.92%		0.88%
Non-performing assets to net loans and leases		0.96%		0.90%		1.02%		1.06%		1.11%

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BXS Announces Third Quarter Results

Page 15

October 19, 2016

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	September 30, 2016
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,567,073	$	-	$	42,117	$	774	$	-	$	6,188	$	1,616,152
Real estate
Consumer mortgages		2,549,780		528		59,727		89		-		1,263		2,611,387
Home equity		610,313		-		10,766		-		-		1,487		622,566
Agricultural		230,891		-		10,639		-		-		641		242,171
Commercial and industrial-owner occupied		1,619,545		512		39,135		-		-		9,285		1,668,477
Construction, acquisition and development		1,103,739		-		11,308		-		-		6,339		1,121,386
Commercial real estate		2,188,170		-		38,637		-		-		13,910		2,240,717
Credit cards		107,447		-		-		-		-		-		107,447
All other		420,838		-		7,620		-		-		-		428,458
Total loans	$	10,397,796	$	1,040	$	219,949	$	863	$	-	$	39,113	$	10,658,761
	June 30, 2016
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,654,279	$	-	$	36,866	$	91	$	384	$	6,469	$	1,698,089
Real estate
Consumer mortgages		2,482,105		298		66,614		14		-		958		2,549,989
Home equity		603,039		-		10,163		-		-		1,484		614,686
Agricultural		242,721		-		8,085		-		-		760		251,566
Commercial and industrial-owner occupied		1,585,978		516		45,682		375		-		12,067		1,644,618
Construction, acquisition and development		1,003,045		-		12,809		-		-		5,364		1,021,218
Commercial real estate		2,202,501		-		38,867		151		-		13,134		2,254,653
Credit cards		108,101		-		-		-		-		-		108,101
All other		424,932		-		8,027		99		-		-		433,058
Total loans	$	10,306,701	$	814	$	227,113	$	730	$	384	$	40,236	$	10,575,978

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BXS Announces Third Quarter Results

Page 16

October 19, 2016

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

	September 30, 2016
	Alabama and Florida Panhandle		Arkansas		Louisiana		Mississippi		Missouri		Tennessee		Texas		Other		Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	135,467	$	205,833	$	184,819	$	639,204	$	78,950	$	116,203	$	214,287	$	41,389	$	1,616,152
Real estate
Consumer mortgages		335,856		325,793		226,092		831,986		84,046		294,218		484,806		28,590		2,611,387
Home equity		96,539		43,963		69,255		227,952		23,328		144,835		14,836		1,858		622,566
Agricultural		7,734		81,798		27,160		67,213		5,032		12,864		40,052		318		242,171
Commercial and industrial-owner occupied		195,572		178,681		200,406		662,735		49,901		140,843		240,339		-		1,668,477
Construction, acquisition and development		127,828		101,148		58,844		353,188		24,535		163,247		292,596		-		1,121,386
Commercial real estate		284,543		356,121		223,016		608,483		199,928		196,105		372,521		-		2,240,717
Credit cards		-		-		-		-		-		-		-		107,447		107,447
All other		70,487		45,925		28,675		174,356		3,562		30,749		55,727		18,977		428,458
Total loans	$	1,254,026	$	1,339,262	$	1,018,267	$	3,565,117	$	469,282	$	1,099,064	$	1,715,164	$	198,579	$	10,658,761
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	167	$	509	$	3,191	$	5,598	$	402	$	379	$	1,586	$	2,645	$	14,477
Real estate
Consumer mortgages		1,197		3,749		2,950		10,148		614		1,840		2,593		187		23,278
Home equity		559		1,311		530		720		81		520		-		2		3,723
Agricultural		-		30		50		1,191		-		-		-		1		1,272
Commercial and industrial-owner occupied		1,372		1,967		1,790		7,691		317		574		616		-		14,327
Construction, acquisition and development		77		631		19		6,359		50		-		43		-		7,179
Commercial real estate		705		1,146		1,411		18,134		-		15		155		-		21,566
Credit cards		-		-		-		-		-		-		-		1,353		1,353
All other		-		680		32		135		-		21		2,872		1		3,741
Total loans	$	4,077	$	10,023	$	9,973	$	49,976	$	1,464	$	3,349	$	7,865	$	4,189	$	90,916
NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		0.12%		0.25%		1.73%		0.88%		0.51%		0.33%		0.74%		6.39%		0.90%
Real estate
Consumer mortgages		0.36%		1.15%		1.30%		1.22%		0.73%		0.63%		0.53%		0.65%		0.89%
Home equity		0.58%		2.98%		0.77%		0.32%		0.35%		0.36%		0.00%		0.11%		0.60%
Agricultural		0.00%		0.04%		0.18%		1.77%		0.00%		0.00%		0.00%		N/A		0.53%
Commercial and industrial-owner occupied		0.70%		1.10%		0.89%		1.16%		0.64%		0.41%		0.26%		N/A		0.86%
Construction, acquisition and development		0.06%		0.62%		0.03%		1.80%		0.20%		0.00%		0.01%		N/A		0.64%
Commercial real estate		0.25%		0.32%		0.63%		2.98%		0.00%		0.01%		0.04%		N/A		0.96%
Credit cards		N/A		N/A		N/A		N/A		N/A		N/A		N/A		1.26%		1.26%
All other		0.00%		1.48%		0.11%		0.08%		0.00%		0.07%		5.15%		0.01%		0.87%
Total loans		0.33%		0.75%		0.98%		1.40%		0.31%		0.30%		0.46%		2.11%		0.85%

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BXS Announces Third Quarter Results

Page 17

October 19, 2016

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

	Quarter Ended										YTD
	Sep-16		Jun-16		Mar-16		Dec-15		Sep-15		Sep-16		Sep-15
NONINTEREST REVENUE:
Mortgage banking excl. MSR market value adjustment	$	10,469	$	13,135	$	10,572	$	7,657	$	7,647	$	34,176	$	29,034
MSR market value adjustment		1,813		(4,092)		(7,954)		2,865		(5,308)		(10,233)		(4,026)
Credit card, debit card and merchant fees		9,292		9,495		8,961		9,414		9,282		27,748		27,119
Deposit service charges		11,313		11,018		11,014		11,836		12,150		33,345		34,929
Securities gains, net		1		86		2		48		33		89		88
Insurance commissions		28,194		28,803		33,249		25,348		28,584		90,246		91,396
Trust income		3,641		3,493		3,430		3,469		3,653		10,564		11,232
Annuity fees		446		465		477		449		539		1,388		1,567
Brokerage commissions and fees		1,225		1,389		1,202		1,457		1,375		3,816		4,486
Bank-owned life insurance		1,775		1,813		1,893		1,881		1,842		5,481		5,576
Other miscellaneous income		2,699		4,078		2,669		2,962		3,156		9,446		9,181
Total noninterest revenue	$	70,868	$	69,683	$	65,515	$	67,386	$	62,953	$	206,066	$	210,582
NONINTEREST EXPENSE:
Salaries and employee benefits	$	82,079	$	81,832	$	82,467	$	80,177	$	81,354		246,378	$	242,292
Occupancy, net of rental income		10,412		10,109		10,273		10,434		10,819		30,794		31,432
Equipment		3,423		3,295		3,765		3,569		3,742		10,483		11,740
Deposit insurance assessments		3,227		2,582		2,288		2,630		2,191		8,097		6,879
Regulatory settlement		-		-		10,277		-		-		10,277		-
Advertising		925		1,043		633		1,009		812		2,601		3,279
Foreclosed property expense		859		1,309		1,181		3,014		808		3,349		4,404
Telecommunications		1,288		1,259		1,295		1,322		1,267		3,842		3,904
Public relations		718		599		661		702		588		1,978		2,067
Data processing		6,856		6,685		6,391		6,092		6,156		19,932		18,056
Computer software		2,976		2,732		2,660		2,609		2,595		8,368		7,891
Amortization of intangibles		923		869		880		922		948		2,672		3,041
Legal		1,064		1,754		4,535		19,434		1,233		7,353		10,912
Merger expense		-		1		1		13		8		2		12
Postage and shipping		1,059		985		1,117		1,139		1,030		3,161		3,396
Other miscellaneous expense		13,703		13,664		13,876		15,285		12,899		41,243		42,255
Total noninterest expense	$	129,512	$	128,718	$	142,300	$	148,351	$	126,450	$	400,530	$	391,560
INSURANCE COMMISSIONS:
Property and casualty commissions	$	20,927	$	20,417	$	19,877	$	18,814	$	21,155		61,221	$	62,973
Life and health commissions		5,897		6,252		5,615		5,823		5,775		17,764		17,389
Risk management income		674		592		623		672		709		1,889		2,012
Other		696		1,542		7,134		39		945		9,372		9,022
Total insurance commissions	$	28,194	$	28,803	$	33,249	$	25,348	$	28,584	$	90,246	$	91,396

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BXS Announces Third Quarter Results

Page 18

October 19, 2016

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-16		Jun-16		Mar-16		Dec-15		Sep-15
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	48,108	$	50,544	$	57,268	$	52,973	$	55,924
Additions to mortgage servicing rights:
Originations of servicing assets		4,349		3,723		2,612		3,065		4,231
Changes in fair value:
Due to payoffs/paydowns		(2,338)		(2,066)		(1,380)		(1,633)		(1,872)
Due to change in valuation inputs or assumptions used in the valuation model		1,813		(4,092)		(7,954)		2,865		(5,308)
Other changes in fair value		(2)		(1)		(2)		(2)		(2)
Fair value, end of period	$	51,930	$	48,108	$	50,544	$	57,268	$	52,973
Production revenue:
Origination	$	8,168	$	10,523	$	7,208	$	4,909	$	5,154
Servicing		4,639		4,678		4,744		4,381		4,365
Payoffs/Paydowns		(2,338)		(2,066)		(1,380)		(1,633)		(1,872)
Total production revenue		10,469		13,135		10,572		7,657		7,647
Market value adjustment		1,813		(4,092)		(7,954)		2,865		(5,308)
Total mortgage banking revenue	$	12,282	$	9,043	$	2,618	$	10,522	$	2,339
Mortgage loans serviced	$	6,285,027	$	6,156,258	$	6,096,220	$	6,011,236	$	5,942,736
MSR/mtg loans serviced		0.83%		0.78%		0.83%		0.95%		0.89%
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,691,866	$	1,310,803	$	1,196,167	$	1,244,640	$	1,255,717
Government agency issued residential mortgage-back securities		184,095		180,178		189,741		140,540		206,878
Government agency issued commercial mortgage-back securities		178,827		193,475		207,908		260,693		229,922
Obligations of states and political subdivisions		384,995		399,391		408,537		417,499		451,600
Other		28,416		20,036		14,020		18,957		17,008
Total available-for-sale securities	$	2,468,199	$	2,103,883	$	2,016,373	$	2,082,329	$	2,161,125

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BXS Announces Third Quarter Results

Page 19

October 19, 2016

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures and Other Ratio Definitions

(Dollars in thousands, except per share amounts)

(Unaudited)

Management evaluates the Company’s capital position and operating performance by utilizing certain financial measures not calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP), including net operating income, net operating income-excluding MSR, tangible shareholders’ equity to tangible assets, return on tangible equity, operating return on tangible equity-excluding MSR, operating return on average assets-excluding MSR, operating return on average shareholders’ equity-excluding MSR, tangible book value per share, operating earnings per share, operating earnings per share-excluding MSR, efficiency ratio (tax equivalent) and operating efficiency ratio-excluding MSR (tax equivalent). The Company has included these non-GAAP financial measures in this news release for the applicable periods presented. Management believes that the presentation of these non-GAAP financial measures (i) provides important supplemental information that contributes to a proper understanding of the Company’s capital position and operating performance, (ii) enables a more complete understanding of factors and trends affecting the Company’s business and (iii) allows investors to evaluate the Company’s performance in a manner similar to management, the financial services industry, bank stock analysts and bank regulators. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the tables below. These non-GAAP financial measures should not be considered as substitutes for GAAP financial measures, and the Company strongly encourages investors to review the GAAP financial measures included in this news release and not to place undue reliance upon any single financial measure. In addition, because non-GAAP financial measures are not standardized, it may not be possible to compare the non-GAAP financial measures presented in this news release with other companies’ non-GAAP financial measures having the same or similar names.

Reconciliation of Net Operating Income and Net Operating Income-Excluding MSR to Net Income:

		Quarter ended
		9/30/2016		6/30/2016		3/31/2016		12/31/2015		9/30/2015
Net income		$	37,817	$	34,692	$	22,549	$	21,169	$	34,343
Plus:	Merger expense, net of tax		-		1		1		8		5
	Legal charge, net of tax		-		-		-		10,246		-
	Regulatory related charges, net of tax		-		-		9,412		-		-
Less:	Security gains, net of tax		-		53		2		30		20
Net operating income		$	37,817	$	34,640	$	31,960	$	31,393	$	34,328
Less:	MSR market value adjustment, net of tax		1,124		(2,537)		(4,931)		1,776		(3,291)
Net operating income-excluding MSR		$	36,693	$	37,177	$	36,891	$	29,617	$	37,619

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BXS Announces Third Quarter Results

Page 20

October 19, 2016

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures and Other Ratio Definitions

(Dollars in thousands, except per share amounts)

(Unaudited)

Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to

Total Assets and Total Shareholders’ Equity:

		Quarter ended
		9/30/2016		6/30/2016		3/31/2016		12/31/2015		9/30/2015
Tangible assets
Total assets		$	14,611,483	$	14,137,160	$	13,926,398	$	13,798,662	$	13,787,424
Less:	Goodwill		294,901		294,901		291,498		291,498		291,498
	Other identifiable intangible assets		19,908		20,831		19,664		20,545		21,466
Total tangible assets		$	14,296,674	$	13,821,428	$	13,615,236	$	13,486,619	$	13,474,460
Tangible shareholders’ equity
Total shareholders’ equity		$	1,724,104	$	1,713,043	$	1,679,793	$	1,655,444	$	1,644,820
Less:	Goodwill		294,901		294,901		291,498		291,498		291,498
	Other identifiable intangible assets		19,908		20,831		19,664		20,545		21,466
Total tangible shareholders’ equity		$	1,409,295	$	1,397,311	$	1,368,631	$	1,343,401	$	1,331,856
Total average assets		$	14,366,759	$	14,027,786	$	13,851,661	$	13,724,595	$	13,632,581
Total common shares outstanding			94,074,740		94,546,091		94,438,626		94,162,728		93,969,994
Average shares outstanding-diluted			94,563,833		94,694,795		94,593,540		94,384,443		96,467,728
Tangible shareholders’ equity to tangible assets (1)			9.86%		10.11%		10.05%		9.96%		9.88%
Return on tangible equity (2)			10.68%		9.99%		6.63%		6.25%		10.23%
Operating return on tangible equity-excluding MSR (3)			10.36%		10.70%		10.84%		8.75%		11.21%
Operating return on average assets-excluding MSR (4)			1.02%		1.07%		1.07%		0.86%		1.09%
Operating return on average shareholders’ equity-excluding MSR (5)			8.49%		8.84%		8.89%		7.12%		8.88%
Tangible book value per share (6)		$	14.98	$	14.78	$	14.49	$	14.27	$	14.17
Operating earnings per share (7)		$	0.40	$	0.37	$	0.34	$	0.33	$	0.36
Operating earnings per share-excluding MSR (8)		$	0.39	$	0.39	$	0.39	$	0.31	$	0.39

(1) Tangible shareholders’ equity to tangible assets is defined by the Company as total shareholders’ equity less goodwill and other identifiable intangible assets, divided by the difference of total assets less goodwill and other identifiable intangible assets.

(2) Return on tangible equity is defined by the Company as annualized net income divided by tangible shareholders’ equity.

(3) Operating return on tangible equity-excluding MSR is defined by the Company as annualized net operating income-excluding MSR divided by tangible shareholders’ equity.

(4) Operating return on average assets-excluding MSR is defined by the Company as annualized net operating income-excluding MSR divided by total average assets.

(5) Operating return on average shareholders’ equity-excluding MSR is defined by the Company as annualized net operating income-excluding MSR divided by average shareholders’ equity.

(6) Tangible book value per share is defined by the Company as tangible shareholders’ equity divided by total common shares outstanding.

(7) Operating earnings per share is defined by the Company as net operating income divided by average shares outstanding-diluted.

(8) Operating earnings per share-excluding MSR is defined by the Company as net operating income-excluding MSR divided by average shares outstanding-diluted.

Efficiency Ratio (tax equivalent) and Operating Efficiency Ratio-excluding MSR (tax equivalent) Definitions

The efficiency ratio (tax equivalent) and the operating efficiency ratio-excluding MSR (tax equivalent) are supplemental financial measures utilized in management’s internal evaluation of the Company’s use of resources and are not defined under GAAP. The efficiency ratio (tax equivalent) is calculated by dividing total noninterest expense by total revenue, which includes net interest income plus noninterest income plus the tax equivalent adjustment. The operating efficiency ratio-excluding MSR (tax equivalent) excludes expense items otherwise disclosed as non-operating from total noninterest expense. In addition, the MSR valuation adjustment as well as securities gains and losses are excluded from total revenue.

- END -

EX-99.2

BANCORPSOUTH, INC. Financial Information As of and for the Three Months Ended September 30, 2016 Exhibit 99.2

Forward Looking Information Certain statements contained in this this presentation and the accompanying slides may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “will,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation, the Company’s ability to operate its regulatory compliance programs consistent with federal, state ,and local laws, including its Bank Secrecy Act (“BSA”) and anti-money laundering (“AML”) compliance program and its fair lending compliance program, the Company’s compliance with the consent order it entered into with the Consumer Financial Protection Bureau (the “CFPB”) and the United States Department of Justice (“DOJ”) related to the Company’s fair lending practices (the “Consent Order”), the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the outcome of any instituted, pending or threatened material litigation, amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, diversification of the Company’s revenue stream, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor and the impact of certain claims and ongoing, pending or threatened litigation, administrative and investigatory matters.   The Company cautions readers not to place undue reliance on the forward-looking statements contained in this this presentation and the accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors may include, but are not limited to, the Company’s ability to operate its regulatory compliance programs consistent with federal, state, and local laws, including its BSA/AML compliance program and its fair lending compliance program, the Company’s ability to successfully implement and comply with the Consent Order, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the willingness of Ouachita Bancshares Corp. and Central Community Corporation to proceed with the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, limitations on the Company’s ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company’s press and news releases, this presentation and the accompanying slides, reports and other filings with the SEC. Forward-looking statements speak only as of the date that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this this presentation and the accompanying slides.

Q3 Highlights Net income of $37.8 million, or $0.40 per diluted share Generated deposit growth of $225.7 million, or 7.9% annualized and net loan growth of $82.8 million, or 3.1% annualized Earnings benefitted from a positive mortgage servicing rights valuation adjustment of $1.8 million Net operating income - excluding MSR - of $36.7 million, or $0.39 per diluted share Credit quality remained stable; no recorded provision for credit losses Total non-interest expense of $129.5 million essentially flat compared to the second quarter Repurchased 551,519 shares of outstanding common stock at a weighted average price of $23.80 As of and for the three months ended September 30, 2016 All non-GAAP measures defined and/or reconciled in third quarter 2016 earnings release

Recent Quarterly Results Dollars in millions, except per share data All non-GAAP measures defined and/or reconciled in third quarter 2016 earnings release NM – Not Meaningful

Noninterest Revenue Dollars in thousands NM – Not Meaningful

Dollars in thousands NM – Not Meaningful Noninterest Expense

Dollars in millions Deposits and Customer Repos

Dollars in millions Net loans and leases Loan Portfolio

Dollars in thousands Mortgage and Insurance Revenue

As of and for the three months ended September 30, 2016 Credit Quality Highlights No recorded provision for credit losses for the quarter, compared with provision of $2.0 million for the second quarter of 2016 and negative provision of $3.0 million for the third quarter of 2015 Net charge-offs were $1.0 million for the third quarter compared with net charge-offs of $1.6 million for the second quarter of 2016 and net charge-offs of $2.3 million for the third quarter of 2015 Non-performing loans (“NPLs”) increased $10.7 million and non-performing assets (“NPAs”) increased $7.4 million during the third quarter Other real estate owned decreased $3.3 million Near-term delinquencies increased to $46.7 million

Highlights Continued net loan and deposit growth Stable credit quality Noninterest expense continues to hold in a steady range Repurchased 551,519 shares of common stock Current Focus Q & A Summary Continue to grow – loans, deposits, and fee revenue sources Challenge expenses and continue to improve efficiency Efficiently manage capital